Al Jarreau – lead vocals, backing vocals (8), Akai MPC60 sampling (8), E-mu Emulator III sampling (8)
Bobby Caldwell – synthesizers (1)
George Duke – synthesizer overdubs (1, 2), acoustic piano (2, 7), Yamaha TX816 (3, 10, 11), Roland D-550 (3, 11), Synclavier (3, 4, 6, 7, 9-12), Rhodes (10), fretless bass (10), electronic drum pads (10), harmonica (10), keyboards (11), Roland S-50 (11), guitar (11), voice (11)
Jay Graydon – synthesizers (1, 4, 6, 12)
Dennis Matkosky – synthesizers (1), Hammond organ (1), Yamaha TX816 (9), Roland D-550 (9), E-mu Emulator III (9), Moog bass (9), drum programming (9)
John Van Tongeren – synthesizers (1)
Russell Ferrante – keyboards (2)
Randy Goodrum – synthesizers (4, 12)
Gardner Cole – synthesizers (6)
Philippe Saisse – keyboards (8)
Paul Jackson Jr. – guitar (1-4, 6, 11), rhythm guitar (9), acoustic guitar (12)
Kevin Chokan – guitar (2, 3)
Michael Landau – guitar (4, 6), lead guitar (9)
Earl Klugh – acoustic guitar (7)
Freddie Washington – bass guitar (1, 2, 3, 9, 10, 11), bass overdubs (6)
Abraham Laboriel – bass guitar (4, 7)
Stanley Clarke – acoustic bass (12)
John Robinson – drums (1, 4, 6, 9, 11, 12)
Ricky Lawson – drums (2, 3, 7)
Carlos Vega – drums (10)
Paulinho da Costa – percussion (4, 7, 12)
Marc Russo – saxophone (1)
David Sanborn – alto saxophone (2)
Dan Higgins – tenor saxophone (11)
Kirk Whalum – tenor sax solo (11)
Lew McCreary – trombone (6)
Bill Reichenbach, Jr. – trombone (6)
Gary Grant – trumpet (6)
Jerry Hey – trumpet (6, 11)
Bill Champlin – backing vocals (1), BGV arrangement (9), E-mu Emulator II (9)
Tamara Champlin – backing vocals (1)
Tommy Funderburk – backing vocals (1)
Alex Brown – backing vocals (2, 3, 6)
Carl Carwell – backing vocals (2, 3, 6)
Lynn Davis – backing vocals (2, 3, 6, 9, 11)
Phillip Ingram – backing vocals (2)
Josie James – backing vocals (2, 3, 6, 9)
Howard Smith – backing vocals (2)
Bobby McFerrin – lead vocals (5)
Marcy Levy – backing vocals (7)
Bobby Kimball – backing vocals (9)
Phil Perry – backing vocals (9, 11)
Roy Galloway – backing vocals (11)
Gene Reed – backing vocals (11)
Vonda Shepard – backing vocals (11)
Patricia Unaitis – backing vocals (11)
Fred White – backing vocals (11)